New Jersey marketing independent contractor agreement template

New Jersey Marketing Independent Contractor Agreement

This Marketing Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between:

[Client Name], located at [Client Address] (“Client”)

and

[Contractor Name], located at [Contractor Address] (“Contractor”).

1. Scope of Services

Contractor agrees to provide the following marketing services to Client:

Option A: Digital Marketing Services, including but not limited to:

• SEO, SEM, PPC campaign management
• Email marketing campaigns
• Social media management and content creation

Option B: Content Creation Services, including but not limited to:

• Blog posts, website content, articles, and marketing collateral

Option C: Market Research and Analysis, including but not limited to:

• Competitive analysis, customer surveys, and market trend reports

Option D: Branding and Strategy Consulting, including but not limited to:

• Brand development, marketing strategy creation, and campaign planning

Specific project details, key deliverables, performance standards, campaign objectives, timelines, approval processes, work product quality benchmarks, and reporting schedules will be outlined in separate project briefs or statements of work, which will be incorporated by reference into this Agreement.

2. Term

The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].

• Option A: Milestone-based term. The agreement will terminate upon completion of the milestones outlined in Schedule A.
• Option B: Ongoing monthly retainer. This agreement will automatically renew for successive one-month terms unless either party provides written notice of termination at least 30 days prior to the end of the then-current term.
• Option C: Ad hoc project model. Each project will be governed by a separate statement of work, and this agreement will serve as a master agreement covering general terms and conditions.

3. Service Delivery

Contractor shall perform the services in the following manner:

• Option A: Remote Work. Services will be performed remotely.
• Option B: On-site meetings at [Client Location] as reasonably required.
• Option C: Utilizing third-party digital platforms, including providing Client with access permissions to [List Platforms].
• Option D: Client shall supply Contractor with the following materials: [List Materials].

4. Fees and Payment

Client shall compensate Contractor as follows:

• Option A: Flat Fee of [Dollar Amount].
  • New Jersey Sales Tax: [Applicable/Not Applicable]. If applicable, Contractor is responsible for collecting and remitting New Jersey sales tax.
• Option B: Retainer of [Dollar Amount] per month.
  • Payment Frequency: [Frequency]
  • Payment Method: [Method]
• Option C: Hourly rate of [Dollar Amount].
• Option D: Performance-based compensation based on the following KPIs: [List KPIs]. Bonus incentives will be paid according to the following schedule: [Schedule].

Invoicing: Contractor shall submit invoices to Client at [Frequency], detailing services performed.

Reimbursement: Client shall reimburse Contractor for pre-approved marketing expenses, including advertising costs, software subscriptions, and travel expenses (consistent with NJ state travel rates), up to a maximum of [Dollar Amount]. Any non-budgeted expenditures require prior written approval from Client.

Late Payment Penalty: Late payments are subject to a late payment penalty as allowed under New Jersey law. Interest shall accrue on unpaid balances at a rate consistent with N.J.S.A. 2A:38A-3.

5. Intellectual Property

All work product created by Contractor, including ad creatives, copy, graphics, data, branding assets, and campaign results, shall be the exclusive property of Client upon payment.

• Exception: Contractor retains ownership of pre-existing materials or specifically licensed contractor IP, subject to the following license terms: [License Terms].

6. Confidentiality

Contractor agrees to hold Client’s confidential information in strict confidence, including campaign data, customer demographics, marketing strategies, and client identifiers. Contractor will comply with all applicable New Jersey privacy laws and federal marketing/privacy rules, including but not limited to CAN-SPAM, TCPA, and CCPA (if applicable to Client's data practices).

7. Non-Solicitation/Non-Circumvention

Contractor agrees not to directly solicit Client’s leads or customers for similar services during the term of this Agreement and for a period of [Number] months after its termination.

• Non-Compete: Any non-compete provisions are limited in duration, scope, and geography in accordance with New Jersey’s public policy and case law. Specifically, Contractor agrees not to compete with Client within a [Number] mile radius of [Client Location] for a period of [Number] months following termination of this agreement, limited to providing [Specific Competing Services]. This restriction is intended to protect Client's legitimate business interests.

8. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client. Contractor has full control over the method of performance, hours worked, business location, work schedule, and tools used. Contractor is responsible for all federal and New Jersey taxes, self-employment tax, health insurance, worker’s compensation, and required business licenses or permits (including registration for New Jersey tax purposes, if applicable).

9. Compliance with Laws

Contractor shall comply with all relevant New Jersey advertising and marketing laws, regulations, and industry codes, including but not limited to anti-fraud laws, telemarketing/robocall regulations, and required advertising disclosures (e.g., N.J. Administrative Code Title 13; FTC guidelines). Contractor will adhere to trademark, copyright, and consumer protection laws.

10. Liability and Indemnification

Contractor shall be liable for missed deadlines, false or misleading advertising, data breaches/errors in campaign content, and infringement of third-party rights. Contractor shall indemnify Client against claims arising from Contractor’s negligence or willful misconduct. The allocation of risk for platform bans, regulatory enforcement actions, or consumer claims will be as follows: [Allocation of Risk].

11. Subcontracting/Assignment

Contractor shall not subcontract core marketing tasks without Client’s express, written approval. All permitted subcontractors must sign confidentiality/IP agreements analogous to those in this Agreement.

12. Termination

• Option A: Termination for Cause: Either party may terminate this Agreement for breach, insolvency, or regulatory concern.
• Option B: Termination for Convenience: Either party may terminate this Agreement by providing [Number] days written notice.

Upon termination, Contractor shall provide Client with a final fee settlement, return/transfer all marketing data, campaign accounts, social media access, and all Client intellectual property.

Contractor shall provide post-termination support for a period of [Number] days.

13. Choice of Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of New Jersey. Any disputes arising under this Agreement shall be resolved through negotiation, then mediation/arbitration in accordance with the New Jersey Arbitration Act, N.J.S.A. 2A:23B. Venue for any legal action shall be in [County Name] County, New Jersey. Jury trial is waived. There is no limitation of remedies violating New Jersey consumer protection statutes if the Client is an SMB/SOLE PROP.

14. Recordkeeping and Tax Reporting

Contractor shall maintain accurate records and comply with all applicable New Jersey recordkeeping and tax reporting obligations, including collecting and remitting sales tax if the marketing services are taxable per NJ Treasury guidelines, proper business registration, reporting under the New Jersey Division of Taxation, and certificate of business formation if an entity.

15. Notices

All notices under this Agreement shall be in writing and delivered by [Method of Delivery, e.g., email, certified mail] to the addresses listed above.

16. Ethical Guidelines and Industry Standards

Contractor shall comply with ethical guidelines and industry standards, including Direct Marketing Association guidelines and IAB standards for digital advertising.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event as interpreted under New Jersey law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________
[Client Name]

____________________________
[Contractor Name]

Each party acknowledges that they have had the opportunity to seek New Jersey legal counsel before signing this Agreement.